- -

Royal Palms Resort amp Spa

The Ritz Carlton Denver Fairmont Pittsburgh The Ritz Carlton Pentagon City Hyatt Regency Scottsdale Resort amp Spa

Hyatt Regency Grand Cypress Park Hyatt Aviara Resort Golf Club amp Spa

May 2019

Corporate Responsibility Report

Table of Contents

I Introduction - A Message from our Chairman and CEO

II Corporate Responsibility Approach and Development

III Environmental Stewardship amp Sustainability

i Energy and Conservation Goals and Objectives

ii Sustainability through Action Intent and Brand Efforts

iii Innovative Construction Renovation and Landscaping

IV Social Responsibility

i Goals and Objectives

ii Associate Learning amp Development

iii Shared Partner Commitments

V Ethics and Governance

i

ii

iii

Corporate Governance Principles

Key Corporate Governance Practices

Ethical Standards

VI General Disclosures

1

A Message from our Chairman and CEO

To Our Stockholders

At Xenia Hotels amp Resorts our corporate mission extends beyond the creation of stockholder value to responsibility to the communities in which we conduct business and the environment as a whole As the owner of a geographically diverse portfolio of hotels and resorts we understand the importance of both the environmental and social impact our company has on our guests associates and local communities

We have developed our first Corporate Responsibility Report to begin the process of disclosing the environmental and social programs implemented across our portfolio We created this report to showcase the current efforts being made by our company as well as set forth a roadmap to share our progress with you as we continue to develop our strategy in the months and years to come

In recent years our industry has joined forces to examine how we can collectively have a positive impact on environmental sustainability and social initiatives Our partnerships with global brands such as Marriott Hyatt IHG Fairmont and Hilton allow us to leverage our efforts through support and compliance with their initiatives and programs

In 2019 and beyond we will be focused on increasing our reach and contributions into the communities we live in invest in and represent while simultaneously engaging our associates stockholders and third-party hotel managers This report highlights our initial corporate strategy in this area which will continue to evolve as we develop more detailed initiatives in the months and years ahead We are motivated to continue our focus on being responsible corporate citizens and aim to highlight our efforts progress and goals to further build on our strategy

On behalf of our Board of Directors we value the input and insights of our stockholders on the important matters presented within and we look forward to continuing to develop and enhance our corporate responsibility programs

Thank you for your interest in Xenia Hotels amp Resorts

Marcel Verbaas Chairman and Chief Executive Officer

Marcel Verbaas Chairman and CEO

2

Corporate Responsibility

Approach and Development

Xenia Hotels amp Resorts Incrsquos (the ldquoCompanyrdquo or ldquoXeniardquo) Corporate Responsibility Report is designed to clarify to our stakeholders the

Companyrsquos existing and future commitment to environmental stewardship and sustainability social responsibility and ethics and

governance

Although Xenia has been focused on numerous aspects of corporate responsibility we believe that now is the appropriate time to define our

journey with the establishment of core objectives that will guide us into the future The pursuit of these objectives will be an ever-

evolving effort to achieve meaningful results that align with our stakeholdersrsquo goals

Xeniarsquos initiatives will be developed in more detail over the coming months and years An internal steering committee involving team

members from multiple disciplines will work closely with our hotel operators to execute the objectives as presented herein

Andaz Savannah Fairmont Dallas Andaz Napa Loews New Orleans

3

Environmental Stewardship amp Sustainability

Goals and Objectives

bull Create and manage an effective energy and environmental roadmap for reducing the carbon footprint of our hotels and resorts

bull Support assist and fund the current reduction initiatives established by our third-party managers

bull Develop innovative construction renovation and landscaping plans that are mindful of environmental impact

4

Environmental Stewardship amp Sustainability

Promote Sustainability Through Action and Intent

Portfolio Initiatives and Asset Management Recommendations

bull Championed the reduction of guestroom collateral and newspapers

bull Adherence to brand sponsored linen reuse programs

bull Reduction in bathroom amenities through installation of pump amenities

bull Recycling of unused bathroom amenities through donations to Clean the World

Energy Conservation and Sustainability Roadmap

bull Perform priority-based ldquoGreen Auditsrdquo at all hotels

bull Initiate Level II Audits at identified high-use hotels

bull Monitor utility and water usage and establish goals for reduction

bull Establish goals for foodkitchen waste reduction

bull Continual education and evaluation of technological advancements

Third-Party Operator Initiative Implementation

bull Understand and monitor impacts of brand programs key to energy reduction and optimization

bull Assist brand efforts through capital investment in energy savings projects such as LED lighting and motion sensors

bull Replace failing major mechanical equipment with more efficient equipment where appropriate

5

Environmental Stewardship amp Sustainability

Innovative Construction Renovation and Landscaping

Xeniarsquos in-house project management team is committed to decreasing resource consumption

Reducing Xeniarsquos Carbon Footprint

bull Window tinting blackout shades

bull ldquoSmartrdquo thermostats that reset upon guest departure

bull LED lighting upgrades throughout our hotels

bull Recycling construction materials to divert waste from landfills

Promoting Water Conservation

bull Low water usage landscaping

bull Low flow fixtures in guestroom renovations

bull Water harvesting to divert rain water to landscaping

Preserving Historic Buildings

bull Hotel Monaco Denver

bull Hotel Monaco Salt Lake City Hyatt Regency Scottsdale Resort amp Spa

bull Andaz San Diego

6

Social Responsibility

At the Corporate Level

Goals and Objectives

bull Develop and maintain policies and programs that contribute to Xeniarsquos corporate culture and lead to the retention recruitment andgrowth of a qualified diverse and successful workforce

bull Contribute meaningfully to the Central Florida community through fundraising and volunteer hours

bull Align ourselves with operators business partners and trade organizations who share the same social responsibility values

Investing in Our People Investing in Our Local Community

bull Health and wellness programs

bull Annual Walking Challenge

bull IOA Corporate 5k

bull Learning and development initiatives

bull Lunch-N-Learn workshops

bull Leadership Development Training

bull Orlando Sentinel ldquoTop 100 Companiesrdquo ndash 3 consecutive years

bull Orlando Sentinel ldquoCommunity Service Championrdquo ndash 2017

bull Participation in various worthy causes in Orlando

bull Ronald McDonald House

bull Cannonball Kids Cancer

bull Second Harvest Food Bank

Second Harvest Food Bank Walking Challenge

7

Social Responsibility

At the Corporate Level

Associate Learning amp Development

Xenia understands that learning is an ongoing process that runs parallel to work We integrate training and development with our annual performance management plan and provide resources that are important to individual success that further enhance skills and learning including

bull Xenia University ndash XeniaU is a web-based learning management system available to associates It allows learning at an associatersquos ownpace and targeted online course selection based on needs

bull Lunch-N-LearnsWorkshops ndash Throughout the year we offer topics presented by external and in-house subject matter experts that sharetheir industry and functional business knowledge This further fosters a constant learning environment

bull AffiliationsMemberships ndash Development may involve external networking and expanding the associatersquos resources beyond Xenia

bull Education Assistance ndash Tuition assistance for those furthering their education in job-related areas

bull Continued Education ndash Support associates who maintain skill sets or certifications essential to their role ie CPA Florida Bar etc

bull On the Job TrainingCross Training ndash Associates are continuously learning within and across functions This further develops theirknowledge and expertise of the Xenia business

8

Social Responsibility

Alignment with Brands and Managers

Impact Through Shared Partner Commitments

bull Xenia supports and encourages all operators to adopt and abide by the principles of AHLArsquos 5-Star Promise

bull Xenia funds the purchase of emergency alert devices for use by our third-party managersrsquo employees providing a greater level ofsafety and security for hotel employees and guests

bull Natural disaster relief efforts in communities in which we are invested and where our operatorsrsquo employees live and work

bull Xenia supports local charitable contributions made by our operators

Shared Social Values

Hurricane Harvey Recovery

The American Hotel and Lodging Associationrsquos 5-Star Promise is a pledge to provide hotel employees across the US with employee safety devices (ESDs) and commit to enhancedpolicies trainings and resources that together are aimed at enhancing hotel safety including preventing and responding to sexual harassment and assault For more information on the American Hotel and Lodging Associationrsquos 5-Star Promise please visit wwwahlacom5star

9

Table of Contents

I Introduction - A Message from our Chairman and CEO

II Corporate Responsibility Approach and Development

III Environmental Stewardship amp Sustainability

i Energy and Conservation Goals and Objectives

ii Sustainability through Action Intent and Brand Efforts

iii Innovative Construction Renovation and Landscaping

IV Social Responsibility

i Goals and Objectives

ii Associate Learning amp Development

iii Shared Partner Commitments

V Ethics and Governance

i

ii

iii

Corporate Governance Principles

Key Corporate Governance Practices

Ethical Standards

VI General Disclosures

1

A Message from our Chairman and CEO

To Our Stockholders

At Xenia Hotels amp Resorts our corporate mission extends beyond the creation of stockholder value to responsibility to the communities in which we conduct business and the environment as a whole As the owner of a geographically diverse portfolio of hotels and resorts we understand the importance of both the environmental and social impact our company has on our guests associates and local communities

We have developed our first Corporate Responsibility Report to begin the process of disclosing the environmental and social programs implemented across our portfolio We created this report to showcase the current efforts being made by our company as well as set forth a roadmap to share our progress with you as we continue to develop our strategy in the months and years to come

In recent years our industry has joined forces to examine how we can collectively have a positive impact on environmental sustainability and social initiatives Our partnerships with global brands such as Marriott Hyatt IHG Fairmont and Hilton allow us to leverage our efforts through support and compliance with their initiatives and programs

In 2019 and beyond we will be focused on increasing our reach and contributions into the communities we live in invest in and represent while simultaneously engaging our associates stockholders and third-party hotel managers This report highlights our initial corporate strategy in this area which will continue to evolve as we develop more detailed initiatives in the months and years ahead We are motivated to continue our focus on being responsible corporate citizens and aim to highlight our efforts progress and goals to further build on our strategy

On behalf of our Board of Directors we value the input and insights of our stockholders on the important matters presented within and we look forward to continuing to develop and enhance our corporate responsibility programs

Thank you for your interest in Xenia Hotels amp Resorts

Marcel Verbaas Chairman and Chief Executive Officer

Marcel Verbaas Chairman and CEO

2

Corporate Responsibility

Approach and Development

Xenia Hotels amp Resorts Incrsquos (the ldquoCompanyrdquo or ldquoXeniardquo) Corporate Responsibility Report is designed to clarify to our stakeholders the

Companyrsquos existing and future commitment to environmental stewardship and sustainability social responsibility and ethics and

governance

Although Xenia has been focused on numerous aspects of corporate responsibility we believe that now is the appropriate time to define our

journey with the establishment of core objectives that will guide us into the future The pursuit of these objectives will be an ever-

evolving effort to achieve meaningful results that align with our stakeholdersrsquo goals

Xeniarsquos initiatives will be developed in more detail over the coming months and years An internal steering committee involving team

members from multiple disciplines will work closely with our hotel operators to execute the objectives as presented herein

Andaz Savannah Fairmont Dallas Andaz Napa Loews New Orleans

3

Environmental Stewardship amp Sustainability

Goals and Objectives

bull Create and manage an effective energy and environmental roadmap for reducing the carbon footprint of our hotels and resorts

bull Support assist and fund the current reduction initiatives established by our third-party managers

bull Develop innovative construction renovation and landscaping plans that are mindful of environmental impact

4

Environmental Stewardship amp Sustainability

Promote Sustainability Through Action and Intent

Portfolio Initiatives and Asset Management Recommendations

bull Championed the reduction of guestroom collateral and newspapers

bull Adherence to brand sponsored linen reuse programs

bull Reduction in bathroom amenities through installation of pump amenities

bull Recycling of unused bathroom amenities through donations to Clean the World

Energy Conservation and Sustainability Roadmap

bull Perform priority-based ldquoGreen Auditsrdquo at all hotels

bull Initiate Level II Audits at identified high-use hotels

bull Monitor utility and water usage and establish goals for reduction

bull Establish goals for foodkitchen waste reduction

bull Continual education and evaluation of technological advancements

Third-Party Operator Initiative Implementation

bull Understand and monitor impacts of brand programs key to energy reduction and optimization

bull Assist brand efforts through capital investment in energy savings projects such as LED lighting and motion sensors

bull Replace failing major mechanical equipment with more efficient equipment where appropriate

5

Environmental Stewardship amp Sustainability

Innovative Construction Renovation and Landscaping

Xeniarsquos in-house project management team is committed to decreasing resource consumption

Reducing Xeniarsquos Carbon Footprint

bull Window tinting blackout shades

bull ldquoSmartrdquo thermostats that reset upon guest departure

bull LED lighting upgrades throughout our hotels

bull Recycling construction materials to divert waste from landfills

Promoting Water Conservation

bull Low water usage landscaping

bull Low flow fixtures in guestroom renovations

bull Water harvesting to divert rain water to landscaping

Preserving Historic Buildings

bull Hotel Monaco Denver

bull Hotel Monaco Salt Lake City Hyatt Regency Scottsdale Resort amp Spa

bull Andaz San Diego

6

Social Responsibility

At the Corporate Level

Goals and Objectives

bull Develop and maintain policies and programs that contribute to Xeniarsquos corporate culture and lead to the retention recruitment andgrowth of a qualified diverse and successful workforce

bull Contribute meaningfully to the Central Florida community through fundraising and volunteer hours

bull Align ourselves with operators business partners and trade organizations who share the same social responsibility values

Investing in Our People Investing in Our Local Community

bull Health and wellness programs

bull Annual Walking Challenge

bull IOA Corporate 5k

bull Learning and development initiatives

bull Lunch-N-Learn workshops

bull Leadership Development Training

bull Orlando Sentinel ldquoTop 100 Companiesrdquo ndash 3 consecutive years

bull Orlando Sentinel ldquoCommunity Service Championrdquo ndash 2017

bull Participation in various worthy causes in Orlando

bull Ronald McDonald House

bull Cannonball Kids Cancer

bull Second Harvest Food Bank

Second Harvest Food Bank Walking Challenge

7

Social Responsibility

At the Corporate Level

Associate Learning amp Development

Xenia understands that learning is an ongoing process that runs parallel to work We integrate training and development with our annual performance management plan and provide resources that are important to individual success that further enhance skills and learning including

bull Xenia University ndash XeniaU is a web-based learning management system available to associates It allows learning at an associatersquos ownpace and targeted online course selection based on needs

bull Lunch-N-LearnsWorkshops ndash Throughout the year we offer topics presented by external and in-house subject matter experts that sharetheir industry and functional business knowledge This further fosters a constant learning environment

bull AffiliationsMemberships ndash Development may involve external networking and expanding the associatersquos resources beyond Xenia

bull Education Assistance ndash Tuition assistance for those furthering their education in job-related areas

bull Continued Education ndash Support associates who maintain skill sets or certifications essential to their role ie CPA Florida Bar etc

bull On the Job TrainingCross Training ndash Associates are continuously learning within and across functions This further develops theirknowledge and expertise of the Xenia business

8

Social Responsibility

Alignment with Brands and Managers

Impact Through Shared Partner Commitments

bull Xenia supports and encourages all operators to adopt and abide by the principles of AHLArsquos 5-Star Promise

bull Xenia funds the purchase of emergency alert devices for use by our third-party managersrsquo employees providing a greater level ofsafety and security for hotel employees and guests

bull Natural disaster relief efforts in communities in which we are invested and where our operatorsrsquo employees live and work

bull Xenia supports local charitable contributions made by our operators

Shared Social Values

Hurricane Harvey Recovery

The American Hotel and Lodging Associationrsquos 5-Star Promise is a pledge to provide hotel employees across the US with employee safety devices (ESDs) and commit to enhancedpolicies trainings and resources that together are aimed at enhancing hotel safety including preventing and responding to sexual harassment and assault For more information on the American Hotel and Lodging Associationrsquos 5-Star Promise please visit wwwahlacom5star

9

A Message from our Chairman and CEO

To Our Stockholders

At Xenia Hotels amp Resorts our corporate mission extends beyond the creation of stockholder value to responsibility to the communities in which we conduct business and the environment as a whole As the owner of a geographically diverse portfolio of hotels and resorts we understand the importance of both the environmental and social impact our company has on our guests associates and local communities

We have developed our first Corporate Responsibility Report to begin the process of disclosing the environmental and social programs implemented across our portfolio We created this report to showcase the current efforts being made by our company as well as set forth a roadmap to share our progress with you as we continue to develop our strategy in the months and years to come

In recent years our industry has joined forces to examine how we can collectively have a positive impact on environmental sustainability and social initiatives Our partnerships with global brands such as Marriott Hyatt IHG Fairmont and Hilton allow us to leverage our efforts through support and compliance with their initiatives and programs

In 2019 and beyond we will be focused on increasing our reach and contributions into the communities we live in invest in and represent while simultaneously engaging our associates stockholders and third-party hotel managers This report highlights our initial corporate strategy in this area which will continue to evolve as we develop more detailed initiatives in the months and years ahead We are motivated to continue our focus on being responsible corporate citizens and aim to highlight our efforts progress and goals to further build on our strategy

On behalf of our Board of Directors we value the input and insights of our stockholders on the important matters presented within and we look forward to continuing to develop and enhance our corporate responsibility programs

Thank you for your interest in Xenia Hotels amp Resorts

Marcel Verbaas Chairman and Chief Executive Officer

Marcel Verbaas Chairman and CEO

2

Corporate Responsibility

Approach and Development

Xenia Hotels amp Resorts Incrsquos (the ldquoCompanyrdquo or ldquoXeniardquo) Corporate Responsibility Report is designed to clarify to our stakeholders the

Companyrsquos existing and future commitment to environmental stewardship and sustainability social responsibility and ethics and

governance

Although Xenia has been focused on numerous aspects of corporate responsibility we believe that now is the appropriate time to define our

journey with the establishment of core objectives that will guide us into the future The pursuit of these objectives will be an ever-

evolving effort to achieve meaningful results that align with our stakeholdersrsquo goals

Xeniarsquos initiatives will be developed in more detail over the coming months and years An internal steering committee involving team

members from multiple disciplines will work closely with our hotel operators to execute the objectives as presented herein

Andaz Savannah Fairmont Dallas Andaz Napa Loews New Orleans

3

Environmental Stewardship amp Sustainability

Goals and Objectives

bull Create and manage an effective energy and environmental roadmap for reducing the carbon footprint of our hotels and resorts

bull Support assist and fund the current reduction initiatives established by our third-party managers

bull Develop innovative construction renovation and landscaping plans that are mindful of environmental impact

4

Environmental Stewardship amp Sustainability

Promote Sustainability Through Action and Intent

Portfolio Initiatives and Asset Management Recommendations

bull Championed the reduction of guestroom collateral and newspapers

bull Adherence to brand sponsored linen reuse programs

bull Reduction in bathroom amenities through installation of pump amenities

bull Recycling of unused bathroom amenities through donations to Clean the World

Energy Conservation and Sustainability Roadmap

bull Perform priority-based ldquoGreen Auditsrdquo at all hotels

bull Initiate Level II Audits at identified high-use hotels

bull Monitor utility and water usage and establish goals for reduction

bull Establish goals for foodkitchen waste reduction

bull Continual education and evaluation of technological advancements

Third-Party Operator Initiative Implementation

bull Understand and monitor impacts of brand programs key to energy reduction and optimization

bull Assist brand efforts through capital investment in energy savings projects such as LED lighting and motion sensors

bull Replace failing major mechanical equipment with more efficient equipment where appropriate

5

Environmental Stewardship amp Sustainability

Innovative Construction Renovation and Landscaping

Xeniarsquos in-house project management team is committed to decreasing resource consumption

Reducing Xeniarsquos Carbon Footprint

bull Window tinting blackout shades

bull ldquoSmartrdquo thermostats that reset upon guest departure

bull LED lighting upgrades throughout our hotels

bull Recycling construction materials to divert waste from landfills

Promoting Water Conservation

bull Low water usage landscaping

bull Low flow fixtures in guestroom renovations

bull Water harvesting to divert rain water to landscaping

Preserving Historic Buildings

bull Hotel Monaco Denver

bull Hotel Monaco Salt Lake City Hyatt Regency Scottsdale Resort amp Spa

bull Andaz San Diego

6

Social Responsibility

At the Corporate Level

Goals and Objectives

bull Develop and maintain policies and programs that contribute to Xeniarsquos corporate culture and lead to the retention recruitment andgrowth of a qualified diverse and successful workforce

bull Contribute meaningfully to the Central Florida community through fundraising and volunteer hours

bull Align ourselves with operators business partners and trade organizations who share the same social responsibility values

Investing in Our People Investing in Our Local Community

bull Health and wellness programs

bull Annual Walking Challenge

bull IOA Corporate 5k

bull Learning and development initiatives

bull Lunch-N-Learn workshops

bull Leadership Development Training

bull Orlando Sentinel ldquoTop 100 Companiesrdquo ndash 3 consecutive years

bull Orlando Sentinel ldquoCommunity Service Championrdquo ndash 2017

bull Participation in various worthy causes in Orlando

bull Ronald McDonald House

bull Cannonball Kids Cancer

bull Second Harvest Food Bank

Second Harvest Food Bank Walking Challenge

7

Social Responsibility

At the Corporate Level

Associate Learning amp Development

Xenia understands that learning is an ongoing process that runs parallel to work We integrate training and development with our annual performance management plan and provide resources that are important to individual success that further enhance skills and learning including

bull Xenia University ndash XeniaU is a web-based learning management system available to associates It allows learning at an associatersquos ownpace and targeted online course selection based on needs

bull Lunch-N-LearnsWorkshops ndash Throughout the year we offer topics presented by external and in-house subject matter experts that sharetheir industry and functional business knowledge This further fosters a constant learning environment

bull AffiliationsMemberships ndash Development may involve external networking and expanding the associatersquos resources beyond Xenia

bull Education Assistance ndash Tuition assistance for those furthering their education in job-related areas

bull Continued Education ndash Support associates who maintain skill sets or certifications essential to their role ie CPA Florida Bar etc

bull On the Job TrainingCross Training ndash Associates are continuously learning within and across functions This further develops theirknowledge and expertise of the Xenia business

8

Social Responsibility

Alignment with Brands and Managers

Impact Through Shared Partner Commitments

bull Xenia supports and encourages all operators to adopt and abide by the principles of AHLArsquos 5-Star Promise

bull Xenia funds the purchase of emergency alert devices for use by our third-party managersrsquo employees providing a greater level ofsafety and security for hotel employees and guests

bull Natural disaster relief efforts in communities in which we are invested and where our operatorsrsquo employees live and work

bull Xenia supports local charitable contributions made by our operators

Shared Social Values

Hurricane Harvey Recovery

The American Hotel and Lodging Associationrsquos 5-Star Promise is a pledge to provide hotel employees across the US with employee safety devices (ESDs) and commit to enhancedpolicies trainings and resources that together are aimed at enhancing hotel safety including preventing and responding to sexual harassment and assault For more information on the American Hotel and Lodging Associationrsquos 5-Star Promise please visit wwwahlacom5star

9

Corporate Responsibility

Approach and Development

Xenia Hotels amp Resorts Incrsquos (the ldquoCompanyrdquo or ldquoXeniardquo) Corporate Responsibility Report is designed to clarify to our stakeholders the

Companyrsquos existing and future commitment to environmental stewardship and sustainability social responsibility and ethics and

governance

Although Xenia has been focused on numerous aspects of corporate responsibility we believe that now is the appropriate time to define our

journey with the establishment of core objectives that will guide us into the future The pursuit of these objectives will be an ever-

evolving effort to achieve meaningful results that align with our stakeholdersrsquo goals

Xeniarsquos initiatives will be developed in more detail over the coming months and years An internal steering committee involving team

members from multiple disciplines will work closely with our hotel operators to execute the objectives as presented herein

Andaz Savannah Fairmont Dallas Andaz Napa Loews New Orleans

3

Environmental Stewardship amp Sustainability

Goals and Objectives

bull Create and manage an effective energy and environmental roadmap for reducing the carbon footprint of our hotels and resorts

bull Support assist and fund the current reduction initiatives established by our third-party managers

bull Develop innovative construction renovation and landscaping plans that are mindful of environmental impact

4

Environmental Stewardship amp Sustainability

Promote Sustainability Through Action and Intent

Portfolio Initiatives and Asset Management Recommendations

bull Championed the reduction of guestroom collateral and newspapers

bull Adherence to brand sponsored linen reuse programs

bull Reduction in bathroom amenities through installation of pump amenities

bull Recycling of unused bathroom amenities through donations to Clean the World

Energy Conservation and Sustainability Roadmap

bull Perform priority-based ldquoGreen Auditsrdquo at all hotels

bull Initiate Level II Audits at identified high-use hotels

bull Monitor utility and water usage and establish goals for reduction

bull Establish goals for foodkitchen waste reduction

bull Continual education and evaluation of technological advancements

Third-Party Operator Initiative Implementation

bull Understand and monitor impacts of brand programs key to energy reduction and optimization

bull Assist brand efforts through capital investment in energy savings projects such as LED lighting and motion sensors

bull Replace failing major mechanical equipment with more efficient equipment where appropriate

5

Environmental Stewardship amp Sustainability

Innovative Construction Renovation and Landscaping

Xeniarsquos in-house project management team is committed to decreasing resource consumption

Reducing Xeniarsquos Carbon Footprint

bull Window tinting blackout shades

bull ldquoSmartrdquo thermostats that reset upon guest departure

bull LED lighting upgrades throughout our hotels

bull Recycling construction materials to divert waste from landfills

Promoting Water Conservation

bull Low water usage landscaping

bull Low flow fixtures in guestroom renovations

bull Water harvesting to divert rain water to landscaping

Preserving Historic Buildings

bull Hotel Monaco Denver

bull Hotel Monaco Salt Lake City Hyatt Regency Scottsdale Resort amp Spa

bull Andaz San Diego

6

Social Responsibility

At the Corporate Level

Goals and Objectives

bull Develop and maintain policies and programs that contribute to Xeniarsquos corporate culture and lead to the retention recruitment andgrowth of a qualified diverse and successful workforce

bull Contribute meaningfully to the Central Florida community through fundraising and volunteer hours

bull Align ourselves with operators business partners and trade organizations who share the same social responsibility values

Investing in Our People Investing in Our Local Community

bull Health and wellness programs

bull Annual Walking Challenge

bull IOA Corporate 5k

bull Learning and development initiatives

bull Lunch-N-Learn workshops

bull Leadership Development Training

bull Orlando Sentinel ldquoTop 100 Companiesrdquo ndash 3 consecutive years

bull Orlando Sentinel ldquoCommunity Service Championrdquo ndash 2017

bull Participation in various worthy causes in Orlando

bull Ronald McDonald House

bull Cannonball Kids Cancer

bull Second Harvest Food Bank

Second Harvest Food Bank Walking Challenge

7

Social Responsibility

At the Corporate Level

Associate Learning amp Development

Xenia understands that learning is an ongoing process that runs parallel to work We integrate training and development with our annual performance management plan and provide resources that are important to individual success that further enhance skills and learning including

bull Xenia University ndash XeniaU is a web-based learning management system available to associates It allows learning at an associatersquos ownpace and targeted online course selection based on needs

bull Lunch-N-LearnsWorkshops ndash Throughout the year we offer topics presented by external and in-house subject matter experts that sharetheir industry and functional business knowledge This further fosters a constant learning environment

bull AffiliationsMemberships ndash Development may involve external networking and expanding the associatersquos resources beyond Xenia

bull Education Assistance ndash Tuition assistance for those furthering their education in job-related areas

bull Continued Education ndash Support associates who maintain skill sets or certifications essential to their role ie CPA Florida Bar etc

bull On the Job TrainingCross Training ndash Associates are continuously learning within and across functions This further develops theirknowledge and expertise of the Xenia business

8

Social Responsibility

Alignment with Brands and Managers

Impact Through Shared Partner Commitments

bull Xenia supports and encourages all operators to adopt and abide by the principles of AHLArsquos 5-Star Promise

bull Xenia funds the purchase of emergency alert devices for use by our third-party managersrsquo employees providing a greater level ofsafety and security for hotel employees and guests

bull Natural disaster relief efforts in communities in which we are invested and where our operatorsrsquo employees live and work

bull Xenia supports local charitable contributions made by our operators

Shared Social Values

Hurricane Harvey Recovery

The American Hotel and Lodging Associationrsquos 5-Star Promise is a pledge to provide hotel employees across the US with employee safety devices (ESDs) and commit to enhancedpolicies trainings and resources that together are aimed at enhancing hotel safety including preventing and responding to sexual harassment and assault For more information on the American Hotel and Lodging Associationrsquos 5-Star Promise please visit wwwahlacom5star

9

Environmental Stewardship amp Sustainability

Goals and Objectives

bull Create and manage an effective energy and environmental roadmap for reducing the carbon footprint of our hotels and resorts

bull Support assist and fund the current reduction initiatives established by our third-party managers

bull Develop innovative construction renovation and landscaping plans that are mindful of environmental impact

4

Environmental Stewardship amp Sustainability

Promote Sustainability Through Action and Intent

Portfolio Initiatives and Asset Management Recommendations

bull Championed the reduction of guestroom collateral and newspapers

bull Adherence to brand sponsored linen reuse programs

bull Reduction in bathroom amenities through installation of pump amenities

bull Recycling of unused bathroom amenities through donations to Clean the World

Energy Conservation and Sustainability Roadmap

bull Perform priority-based ldquoGreen Auditsrdquo at all hotels

bull Initiate Level II Audits at identified high-use hotels

bull Monitor utility and water usage and establish goals for reduction

bull Establish goals for foodkitchen waste reduction

bull Continual education and evaluation of technological advancements

Third-Party Operator Initiative Implementation

bull Understand and monitor impacts of brand programs key to energy reduction and optimization

bull Assist brand efforts through capital investment in energy savings projects such as LED lighting and motion sensors

bull Replace failing major mechanical equipment with more efficient equipment where appropriate

5

Environmental Stewardship amp Sustainability

Innovative Construction Renovation and Landscaping

Xeniarsquos in-house project management team is committed to decreasing resource consumption

Reducing Xeniarsquos Carbon Footprint

bull Window tinting blackout shades

bull ldquoSmartrdquo thermostats that reset upon guest departure

bull LED lighting upgrades throughout our hotels

bull Recycling construction materials to divert waste from landfills

Promoting Water Conservation

bull Low water usage landscaping

bull Low flow fixtures in guestroom renovations

bull Water harvesting to divert rain water to landscaping

Preserving Historic Buildings

bull Hotel Monaco Denver

bull Hotel Monaco Salt Lake City Hyatt Regency Scottsdale Resort amp Spa

bull Andaz San Diego

6

Social Responsibility

At the Corporate Level

Goals and Objectives

bull Develop and maintain policies and programs that contribute to Xeniarsquos corporate culture and lead to the retention recruitment andgrowth of a qualified diverse and successful workforce

bull Contribute meaningfully to the Central Florida community through fundraising and volunteer hours

bull Align ourselves with operators business partners and trade organizations who share the same social responsibility values

Investing in Our People Investing in Our Local Community

bull Health and wellness programs

bull Annual Walking Challenge

bull IOA Corporate 5k

bull Learning and development initiatives

bull Lunch-N-Learn workshops

bull Leadership Development Training

bull Orlando Sentinel ldquoTop 100 Companiesrdquo ndash 3 consecutive years

bull Orlando Sentinel ldquoCommunity Service Championrdquo ndash 2017

bull Participation in various worthy causes in Orlando

bull Ronald McDonald House

bull Cannonball Kids Cancer

bull Second Harvest Food Bank

Second Harvest Food Bank Walking Challenge

7

Social Responsibility

At the Corporate Level

Associate Learning amp Development

Xenia understands that learning is an ongoing process that runs parallel to work We integrate training and development with our annual performance management plan and provide resources that are important to individual success that further enhance skills and learning including

bull Xenia University ndash XeniaU is a web-based learning management system available to associates It allows learning at an associatersquos ownpace and targeted online course selection based on needs

bull Lunch-N-LearnsWorkshops ndash Throughout the year we offer topics presented by external and in-house subject matter experts that sharetheir industry and functional business knowledge This further fosters a constant learning environment

bull AffiliationsMemberships ndash Development may involve external networking and expanding the associatersquos resources beyond Xenia

bull Education Assistance ndash Tuition assistance for those furthering their education in job-related areas

bull Continued Education ndash Support associates who maintain skill sets or certifications essential to their role ie CPA Florida Bar etc

bull On the Job TrainingCross Training ndash Associates are continuously learning within and across functions This further develops theirknowledge and expertise of the Xenia business

8

Social Responsibility

Alignment with Brands and Managers

Impact Through Shared Partner Commitments

bull Xenia supports and encourages all operators to adopt and abide by the principles of AHLArsquos 5-Star Promise

bull Xenia funds the purchase of emergency alert devices for use by our third-party managersrsquo employees providing a greater level ofsafety and security for hotel employees and guests

bull Natural disaster relief efforts in communities in which we are invested and where our operatorsrsquo employees live and work

bull Xenia supports local charitable contributions made by our operators

Shared Social Values

Hurricane Harvey Recovery

The American Hotel and Lodging Associationrsquos 5-Star Promise is a pledge to provide hotel employees across the US with employee safety devices (ESDs) and commit to enhancedpolicies trainings and resources that together are aimed at enhancing hotel safety including preventing and responding to sexual harassment and assault For more information on the American Hotel and Lodging Associationrsquos 5-Star Promise please visit wwwahlacom5star

9

Environmental Stewardship amp Sustainability

Promote Sustainability Through Action and Intent

Portfolio Initiatives and Asset Management Recommendations

bull Championed the reduction of guestroom collateral and newspapers

bull Adherence to brand sponsored linen reuse programs

bull Reduction in bathroom amenities through installation of pump amenities

bull Recycling of unused bathroom amenities through donations to Clean the World

Energy Conservation and Sustainability Roadmap

bull Perform priority-based ldquoGreen Auditsrdquo at all hotels

bull Initiate Level II Audits at identified high-use hotels

bull Monitor utility and water usage and establish goals for reduction

bull Establish goals for foodkitchen waste reduction

bull Continual education and evaluation of technological advancements

Third-Party Operator Initiative Implementation

bull Understand and monitor impacts of brand programs key to energy reduction and optimization

bull Assist brand efforts through capital investment in energy savings projects such as LED lighting and motion sensors

bull Replace failing major mechanical equipment with more efficient equipment where appropriate

5

Environmental Stewardship amp Sustainability

Innovative Construction Renovation and Landscaping

Xeniarsquos in-house project management team is committed to decreasing resource consumption

Reducing Xeniarsquos Carbon Footprint

bull Window tinting blackout shades

bull ldquoSmartrdquo thermostats that reset upon guest departure

bull LED lighting upgrades throughout our hotels

bull Recycling construction materials to divert waste from landfills

Promoting Water Conservation

bull Low water usage landscaping

bull Low flow fixtures in guestroom renovations

bull Water harvesting to divert rain water to landscaping

Preserving Historic Buildings

bull Hotel Monaco Denver

bull Hotel Monaco Salt Lake City Hyatt Regency Scottsdale Resort amp Spa

bull Andaz San Diego

6

Social Responsibility

At the Corporate Level

Goals and Objectives

bull Develop and maintain policies and programs that contribute to Xeniarsquos corporate culture and lead to the retention recruitment andgrowth of a qualified diverse and successful workforce

bull Contribute meaningfully to the Central Florida community through fundraising and volunteer hours

bull Align ourselves with operators business partners and trade organizations who share the same social responsibility values

Investing in Our People Investing in Our Local Community

bull Health and wellness programs

bull Annual Walking Challenge

bull IOA Corporate 5k

bull Learning and development initiatives

bull Lunch-N-Learn workshops

bull Leadership Development Training

bull Orlando Sentinel ldquoTop 100 Companiesrdquo ndash 3 consecutive years

bull Orlando Sentinel ldquoCommunity Service Championrdquo ndash 2017

bull Participation in various worthy causes in Orlando

bull Ronald McDonald House

bull Cannonball Kids Cancer

bull Second Harvest Food Bank

Second Harvest Food Bank Walking Challenge

7

Social Responsibility

At the Corporate Level

Associate Learning amp Development

Xenia understands that learning is an ongoing process that runs parallel to work We integrate training and development with our annual performance management plan and provide resources that are important to individual success that further enhance skills and learning including

bull Xenia University ndash XeniaU is a web-based learning management system available to associates It allows learning at an associatersquos ownpace and targeted online course selection based on needs

bull Lunch-N-LearnsWorkshops ndash Throughout the year we offer topics presented by external and in-house subject matter experts that sharetheir industry and functional business knowledge This further fosters a constant learning environment

bull AffiliationsMemberships ndash Development may involve external networking and expanding the associatersquos resources beyond Xenia

bull Education Assistance ndash Tuition assistance for those furthering their education in job-related areas

bull Continued Education ndash Support associates who maintain skill sets or certifications essential to their role ie CPA Florida Bar etc

bull On the Job TrainingCross Training ndash Associates are continuously learning within and across functions This further develops theirknowledge and expertise of the Xenia business

8

Social Responsibility

Alignment with Brands and Managers

Impact Through Shared Partner Commitments

bull Xenia supports and encourages all operators to adopt and abide by the principles of AHLArsquos 5-Star Promise

bull Xenia funds the purchase of emergency alert devices for use by our third-party managersrsquo employees providing a greater level ofsafety and security for hotel employees and guests

bull Natural disaster relief efforts in communities in which we are invested and where our operatorsrsquo employees live and work

bull Xenia supports local charitable contributions made by our operators

Shared Social Values

Hurricane Harvey Recovery

The American Hotel and Lodging Associationrsquos 5-Star Promise is a pledge to provide hotel employees across the US with employee safety devices (ESDs) and commit to enhancedpolicies trainings and resources that together are aimed at enhancing hotel safety including preventing and responding to sexual harassment and assault For more information on the American Hotel and Lodging Associationrsquos 5-Star Promise please visit wwwahlacom5star

9

Environmental Stewardship amp Sustainability

Innovative Construction Renovation and Landscaping

Xeniarsquos in-house project management team is committed to decreasing resource consumption

Reducing Xeniarsquos Carbon Footprint

bull Window tinting blackout shades

bull ldquoSmartrdquo thermostats that reset upon guest departure

bull LED lighting upgrades throughout our hotels

bull Recycling construction materials to divert waste from landfills

Promoting Water Conservation

bull Low water usage landscaping

bull Low flow fixtures in guestroom renovations

bull Water harvesting to divert rain water to landscaping

Preserving Historic Buildings

bull Hotel Monaco Denver

bull Hotel Monaco Salt Lake City Hyatt Regency Scottsdale Resort amp Spa

bull Andaz San Diego

6

Social Responsibility

At the Corporate Level

Goals and Objectives

bull Develop and maintain policies and programs that contribute to Xeniarsquos corporate culture and lead to the retention recruitment andgrowth of a qualified diverse and successful workforce

bull Contribute meaningfully to the Central Florida community through fundraising and volunteer hours

bull Align ourselves with operators business partners and trade organizations who share the same social responsibility values

Investing in Our People Investing in Our Local Community

bull Health and wellness programs

bull Annual Walking Challenge

bull IOA Corporate 5k

bull Learning and development initiatives

bull Lunch-N-Learn workshops

bull Leadership Development Training

bull Orlando Sentinel ldquoTop 100 Companiesrdquo ndash 3 consecutive years

bull Orlando Sentinel ldquoCommunity Service Championrdquo ndash 2017

bull Participation in various worthy causes in Orlando

bull Ronald McDonald House

bull Cannonball Kids Cancer

bull Second Harvest Food Bank

Second Harvest Food Bank Walking Challenge

7

Social Responsibility

At the Corporate Level

Associate Learning amp Development

Xenia understands that learning is an ongoing process that runs parallel to work We integrate training and development with our annual performance management plan and provide resources that are important to individual success that further enhance skills and learning including

bull Xenia University ndash XeniaU is a web-based learning management system available to associates It allows learning at an associatersquos ownpace and targeted online course selection based on needs

bull Lunch-N-LearnsWorkshops ndash Throughout the year we offer topics presented by external and in-house subject matter experts that sharetheir industry and functional business knowledge This further fosters a constant learning environment

bull AffiliationsMemberships ndash Development may involve external networking and expanding the associatersquos resources beyond Xenia

bull Education Assistance ndash Tuition assistance for those furthering their education in job-related areas

bull Continued Education ndash Support associates who maintain skill sets or certifications essential to their role ie CPA Florida Bar etc

bull On the Job TrainingCross Training ndash Associates are continuously learning within and across functions This further develops theirknowledge and expertise of the Xenia business

8

Social Responsibility

Alignment with Brands and Managers

Impact Through Shared Partner Commitments

bull Xenia supports and encourages all operators to adopt and abide by the principles of AHLArsquos 5-Star Promise

bull Xenia funds the purchase of emergency alert devices for use by our third-party managersrsquo employees providing a greater level ofsafety and security for hotel employees and guests

bull Natural disaster relief efforts in communities in which we are invested and where our operatorsrsquo employees live and work

bull Xenia supports local charitable contributions made by our operators

Shared Social Values

Hurricane Harvey Recovery

The American Hotel and Lodging Associationrsquos 5-Star Promise is a pledge to provide hotel employees across the US with employee safety devices (ESDs) and commit to enhancedpolicies trainings and resources that together are aimed at enhancing hotel safety including preventing and responding to sexual harassment and assault For more information on the American Hotel and Lodging Associationrsquos 5-Star Promise please visit wwwahlacom5star

9

Social Responsibility

At the Corporate Level

Goals and Objectives

bull Develop and maintain policies and programs that contribute to Xeniarsquos corporate culture and lead to the retention recruitment andgrowth of a qualified diverse and successful workforce

bull Contribute meaningfully to the Central Florida community through fundraising and volunteer hours

bull Align ourselves with operators business partners and trade organizations who share the same social responsibility values

Investing in Our People Investing in Our Local Community

bull Health and wellness programs

bull Annual Walking Challenge

bull IOA Corporate 5k

bull Learning and development initiatives

bull Lunch-N-Learn workshops

bull Leadership Development Training

bull Orlando Sentinel ldquoTop 100 Companiesrdquo ndash 3 consecutive years

bull Orlando Sentinel ldquoCommunity Service Championrdquo ndash 2017

bull Participation in various worthy causes in Orlando

bull Ronald McDonald House

bull Cannonball Kids Cancer

bull Second Harvest Food Bank

Second Harvest Food Bank Walking Challenge

7

Social Responsibility

At the Corporate Level

Associate Learning amp Development

Xenia understands that learning is an ongoing process that runs parallel to work We integrate training and development with our annual performance management plan and provide resources that are important to individual success that further enhance skills and learning including

bull Xenia University ndash XeniaU is a web-based learning management system available to associates It allows learning at an associatersquos ownpace and targeted online course selection based on needs

bull Lunch-N-LearnsWorkshops ndash Throughout the year we offer topics presented by external and in-house subject matter experts that sharetheir industry and functional business knowledge This further fosters a constant learning environment

bull AffiliationsMemberships ndash Development may involve external networking and expanding the associatersquos resources beyond Xenia

bull Education Assistance ndash Tuition assistance for those furthering their education in job-related areas

bull Continued Education ndash Support associates who maintain skill sets or certifications essential to their role ie CPA Florida Bar etc

bull On the Job TrainingCross Training ndash Associates are continuously learning within and across functions This further develops theirknowledge and expertise of the Xenia business

8

Social Responsibility

Alignment with Brands and Managers

Impact Through Shared Partner Commitments

bull Xenia supports and encourages all operators to adopt and abide by the principles of AHLArsquos 5-Star Promise

bull Xenia funds the purchase of emergency alert devices for use by our third-party managersrsquo employees providing a greater level ofsafety and security for hotel employees and guests

bull Natural disaster relief efforts in communities in which we are invested and where our operatorsrsquo employees live and work

bull Xenia supports local charitable contributions made by our operators

Shared Social Values

Hurricane Harvey Recovery

The American Hotel and Lodging Associationrsquos 5-Star Promise is a pledge to provide hotel employees across the US with employee safety devices (ESDs) and commit to enhancedpolicies trainings and resources that together are aimed at enhancing hotel safety including preventing and responding to sexual harassment and assault For more information on the American Hotel and Lodging Associationrsquos 5-Star Promise please visit wwwahlacom5star

9

Social Responsibility

At the Corporate Level

Associate Learning amp Development

Xenia understands that learning is an ongoing process that runs parallel to work We integrate training and development with our annual performance management plan and provide resources that are important to individual success that further enhance skills and learning including

bull Xenia University ndash XeniaU is a web-based learning management system available to associates It allows learning at an associatersquos ownpace and targeted online course selection based on needs

bull Lunch-N-LearnsWorkshops ndash Throughout the year we offer topics presented by external and in-house subject matter experts that sharetheir industry and functional business knowledge This further fosters a constant learning environment

bull AffiliationsMemberships ndash Development may involve external networking and expanding the associatersquos resources beyond Xenia

bull Education Assistance ndash Tuition assistance for those furthering their education in job-related areas

bull Continued Education ndash Support associates who maintain skill sets or certifications essential to their role ie CPA Florida Bar etc

bull On the Job TrainingCross Training ndash Associates are continuously learning within and across functions This further develops theirknowledge and expertise of the Xenia business

8

Social Responsibility

Alignment with Brands and Managers

Impact Through Shared Partner Commitments

bull Xenia supports and encourages all operators to adopt and abide by the principles of AHLArsquos 5-Star Promise

bull Xenia funds the purchase of emergency alert devices for use by our third-party managersrsquo employees providing a greater level ofsafety and security for hotel employees and guests

bull Natural disaster relief efforts in communities in which we are invested and where our operatorsrsquo employees live and work

bull Xenia supports local charitable contributions made by our operators

Shared Social Values

Hurricane Harvey Recovery

The American Hotel and Lodging Associationrsquos 5-Star Promise is a pledge to provide hotel employees across the US with employee safety devices (ESDs) and commit to enhancedpolicies trainings and resources that together are aimed at enhancing hotel safety including preventing and responding to sexual harassment and assault For more information on the American Hotel and Lodging Associationrsquos 5-Star Promise please visit wwwahlacom5star

9

Social Responsibility

Alignment with Brands and Managers

Impact Through Shared Partner Commitments

bull Xenia supports and encourages all operators to adopt and abide by the principles of AHLArsquos 5-Star Promise

bull Xenia funds the purchase of emergency alert devices for use by our third-party managersrsquo employees providing a greater level ofsafety and security for hotel employees and guests

bull Natural disaster relief efforts in communities in which we are invested and where our operatorsrsquo employees live and work

bull Xenia supports local charitable contributions made by our operators

Shared Social Values

Hurricane Harvey Recovery

The American Hotel and Lodging Associationrsquos 5-Star Promise is a pledge to provide hotel employees across the US with employee safety devices (ESDs) and commit to enhancedpolicies trainings and resources that together are aimed at enhancing hotel safety including preventing and responding to sexual harassment and assault For more information on the American Hotel and Lodging Associationrsquos 5-Star Promise please visit wwwahlacom5star

9

Ethics and Governance

Goals and Objectives

bull Maintain strong corporate governance standards

bull Proactively engage with our stakeholders including our stockholders associates operators suppliers and vendors

bull Foster a supportive and inclusive work environment where all associates are empowered to succeed

Kimpton Riverplace Hotel Hyatt Centric Key West Resort amp Spa

10

Ethics and Governance

Corporate Governance Principles

Our Board of Directors oversees our management team and our business for the benefit of all of our stockholders and with a primary

objective of enhancing long-term stockholder value

The Board has adopted Corporate Governance Guidelines which are reviewed annually by our Nominating and Corporate Governance

Committee to enhance our corporate governance principles and stay current with stockholder friendly trends in governance

Hotel Commonwealth Waldorf Astoria Atlanta Buckhead

11

Ethics and Governance

Corporate Governance Principles

Key Corporate Governance Practices

The Company is committed to maintaining strong corporate governance practices Since our listing on the NYSE in 2015 we have

implemented corporate governance best practices and improvements including but not limited to those mentioned below

bull Adopted proxy access

bull All directors must be elected annually via a majority vote standard with a resignation policy

bull 7 of our 8 directors are independent

bull 25 of the Companyrsquos current directors are female

bull Each year the Companyrsquos independent directors designate an independent non-employee director to serve as our Lead Director

bull The Companyrsquos independent directors meet regularly without the presence of any of our officers or employees

bull All members of our audit committee are financial experts

bull In 2018 the Company completed its full opt-out of the Maryland Unsolicited Takeover Act

bull Eligible stockholders have the right to submit a binding proposal to amend the Companys bylaws

bull The Company maintains an anti-hedging and anti-pledging policy applicable to all Xenia employees

bull The Company maintains executive and director stock ownership guidelines

bull The Company engages in an extensive shareholder outreach program

bull Robust succession planning for senior management

bull The Company has a compensation claw-back policy in place

bull No poison pill in place

12

ndash

Ethics and Governance

Ethical Standards

bull We strive to be guided by our core values and provide our associates with a fair and ethical work environment

bull Each associate receives a comprehensive handbook that provides direction on relevant policies and fundamental principles as related to

conducting our business commitment to quality and corporate culture

bull We believe that equal employment opportunity is a fundamental principle and do not tolerate discrimination against any person on the

basis of race color religious creed sex age gender gender identity national origin ancestry present or past history of mental

disability learning disability physical disability marital status pregnancy genetic information sexual orientation or any other protected

characteristics as established by law in recruiting hiring compensation benefits termination or any other terms or conditions of

employment

bull Furthermore Company policy strictly prohibits any form of harassment in the workplace including sexual harassment We provide

assistance with a variety of means to seek advice and report unethical behavior including a confidential reporting system hosted by a

third party company In addition employees complete an annual sexual harassment prevention training course

Corporate Office Participation Demin Day 2019

In honor of Sexual Assault Awareness Month in April we joined the AHLA to support our brand partners and their employees to raise awareness about sexual assault

wwwdenimdayinfoorg 13

Ethics and Governance

Corporate Governance Principles

Our Board of Directors oversees our management team and our business for the benefit of all of our stockholders and with a primary

objective of enhancing long-term stockholder value

The Board has adopted Corporate Governance Guidelines which are reviewed annually by our Nominating and Corporate Governance

Committee to enhance our corporate governance principles and stay current with stockholder friendly trends in governance

Hotel Commonwealth Waldorf Astoria Atlanta Buckhead

11

Ethics and Governance

Corporate Governance Principles

Key Corporate Governance Practices

The Company is committed to maintaining strong corporate governance practices Since our listing on the NYSE in 2015 we have

implemented corporate governance best practices and improvements including but not limited to those mentioned below

bull Adopted proxy access

bull All directors must be elected annually via a majority vote standard with a resignation policy

bull 7 of our 8 directors are independent

bull 25 of the Companyrsquos current directors are female

bull Each year the Companyrsquos independent directors designate an independent non-employee director to serve as our Lead Director

bull The Companyrsquos independent directors meet regularly without the presence of any of our officers or employees

bull All members of our audit committee are financial experts

bull In 2018 the Company completed its full opt-out of the Maryland Unsolicited Takeover Act

bull Eligible stockholders have the right to submit a binding proposal to amend the Companys bylaws

bull The Company maintains an anti-hedging and anti-pledging policy applicable to all Xenia employees

bull The Company maintains executive and director stock ownership guidelines

bull The Company engages in an extensive shareholder outreach program

bull Robust succession planning for senior management

bull The Company has a compensation claw-back policy in place

bull No poison pill in place

12

ndash

Ethics and Governance

Ethical Standards

bull We strive to be guided by our core values and provide our associates with a fair and ethical work environment

bull Each associate receives a comprehensive handbook that provides direction on relevant policies and fundamental principles as related to

conducting our business commitment to quality and corporate culture

bull We believe that equal employment opportunity is a fundamental principle and do not tolerate discrimination against any person on the

basis of race color religious creed sex age gender gender identity national origin ancestry present or past history of mental

disability learning disability physical disability marital status pregnancy genetic information sexual orientation or any other protected

characteristics as established by law in recruiting hiring compensation benefits termination or any other terms or conditions of

employment

bull Furthermore Company policy strictly prohibits any form of harassment in the workplace including sexual harassment We provide

assistance with a variety of means to seek advice and report unethical behavior including a confidential reporting system hosted by a

third party company In addition employees complete an annual sexual harassment prevention training course

Corporate Office Participation Demin Day 2019

In honor of Sexual Assault Awareness Month in April we joined the AHLA to support our brand partners and their employees to raise awareness about sexual assault

wwwdenimdayinfoorg 13

Ethics and Governance

Corporate Governance Principles

Key Corporate Governance Practices

The Company is committed to maintaining strong corporate governance practices Since our listing on the NYSE in 2015 we have

implemented corporate governance best practices and improvements including but not limited to those mentioned below

bull Adopted proxy access

bull All directors must be elected annually via a majority vote standard with a resignation policy

bull 7 of our 8 directors are independent

bull 25 of the Companyrsquos current directors are female

bull Each year the Companyrsquos independent directors designate an independent non-employee director to serve as our Lead Director

bull The Companyrsquos independent directors meet regularly without the presence of any of our officers or employees

bull All members of our audit committee are financial experts

bull In 2018 the Company completed its full opt-out of the Maryland Unsolicited Takeover Act

bull Eligible stockholders have the right to submit a binding proposal to amend the Companys bylaws

bull The Company maintains an anti-hedging and anti-pledging policy applicable to all Xenia employees

bull The Company maintains executive and director stock ownership guidelines

bull The Company engages in an extensive shareholder outreach program

bull Robust succession planning for senior management

bull The Company has a compensation claw-back policy in place

bull No poison pill in place

12

ndash

Ethics and Governance

Ethical Standards

bull We strive to be guided by our core values and provide our associates with a fair and ethical work environment

bull Each associate receives a comprehensive handbook that provides direction on relevant policies and fundamental principles as related to

conducting our business commitment to quality and corporate culture

bull We believe that equal employment opportunity is a fundamental principle and do not tolerate discrimination against any person on the

basis of race color religious creed sex age gender gender identity national origin ancestry present or past history of mental

disability learning disability physical disability marital status pregnancy genetic information sexual orientation or any other protected

characteristics as established by law in recruiting hiring compensation benefits termination or any other terms or conditions of

employment

bull Furthermore Company policy strictly prohibits any form of harassment in the workplace including sexual harassment We provide

assistance with a variety of means to seek advice and report unethical behavior including a confidential reporting system hosted by a

third party company In addition employees complete an annual sexual harassment prevention training course

Corporate Office Participation Demin Day 2019

In honor of Sexual Assault Awareness Month in April we joined the AHLA to support our brand partners and their employees to raise awareness about sexual assault

wwwdenimdayinfoorg 13

ndash

Ethics and Governance

Ethical Standards

bull We strive to be guided by our core values and provide our associates with a fair and ethical work environment

bull Each associate receives a comprehensive handbook that provides direction on relevant policies and fundamental principles as related to

conducting our business commitment to quality and corporate culture

bull We believe that equal employment opportunity is a fundamental principle and do not tolerate discrimination against any person on the

basis of race color religious creed sex age gender gender identity national origin ancestry present or past history of mental

disability learning disability physical disability marital status pregnancy genetic information sexual orientation or any other protected

characteristics as established by law in recruiting hiring compensation benefits termination or any other terms or conditions of

employment

bull Furthermore Company policy strictly prohibits any form of harassment in the workplace including sexual harassment We provide

assistance with a variety of means to seek advice and report unethical behavior including a confidential reporting system hosted by a

third party company In addition employees complete an annual sexual harassment prevention training course

Corporate Office Participation Demin Day 2019

In honor of Sexual Assault Awareness Month in April we joined the AHLA to support our brand partners and their employees to raise awareness about sexual assault

wwwdenimdayinfoorg 13

General Disclosures

About Xenia Hotels amp Resorts

Xenia Hotels amp Resorts Inc is a self-advised and self-administered REIT that invests primarily in uniquely positioned luxury and upper upscale hotels and resorts

with a focus on the top 25 US lodging markets as well as key leisure destinations in the United States The Company owns 40 hotels comprising 11167 rooms

across 17 states Xeniarsquos hotels are primarily in the luxury and upper upscale segments and operated andor licensed by industry leaders such as Marriottreg Hyattreg

Kimptonreg Fairmontreg Loewsreg and Hiltonreg as well as leading independent management companies including The Kessler Collection Sage Hospitality and

Davidson Hotels amp Resorts For more information on Xeniarsquos business refer to the Company website at wwwxeniareitcom

Trademarks Service Marks and Tradenames

Xenia Hotels amp Resortsreg and related trademarks trade names and service marks of Xenia appearing in this Annual Report are the property of Xenia Unless

otherwise noted all other trademarks trade names or service marks appearing in this Annual Report are the property of their respective owners including Marriott

International Inc Hyatt Corporation Kimpton Hotel amp Restaurant Group LLC AccorHotels Loews Hotels Inc and Hilton Worldwide Inc or their respective parents

subsidiaries or affiliates (Brand Companies)

This report contains statements that are ldquoforward-looking statementsrdquo within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E

of the Securities Exchange Act of 1934 as amended pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 Forward-looking

statements may be identified by the use of words such as ldquoanticipaterdquo ldquobelieverdquo ldquoexpectrdquo ldquowillrdquo ldquomayrdquo ldquoestimaterdquo ldquoplanrdquo ldquooutlookrdquo ldquoforecastsrdquo and ldquoprojectrdquo and

other similar expressions that predict or indicate future events or trends or that are not statements of historical matters Examples of forward-looking statements

include the following the Companyrsquos ability to realize sustainability goals and objectives or other financial items descriptions of the Companyrsquos plans or objectives

for the future operations and descriptions of assumptions underlying or relating to any of the foregoing expectations regarding the timing of their occurrence

Forward-looking statements are based on Xeniarsquos current expectations and beliefs which we believe to be reasonable and involve a number of risks and

uncertainties that are difficult to predict and that could cause actual results to differ materially from those stated or implied by the forward-looking statements A

further description of these risks uncertainties and other matters can be found in the Risk Factors detailed in Xenias Annual Report on Form 10-K as filed on

February 27 2018 as well as other filings we make with the Securities and Exchange Commission Because forward-looking statements involve risks and

uncertainties actual results and events may differ materially from results and events currently expected by Xenia and Xenia assumes no obligation and expressly

disclaims any duty to update information contained in this news release except as required by law

14